Policy Linking ESG Sustainability Performance with Senior Executive Compensation

Corporate Governance

Taroko

Chief Corporate Governance Officer
Corporate Policies and Regulations
Internal Audit Organization and Operations
Audit Quality Indicators (AQIs)
Regulations Governing the Compensation and Performance Evaluation of Directors and Managerial Officers
Policy Linking ESG Sustainability Performance with Senior Executive Compensation

Corporate Governance Officer

Home / Governance/ Corporate Governance Officer

On August 8, 2022, the Board of Directors resolved to appoint Mr. Chen Wei-hong, the Company’s Head of Legal Affairs, as the Chief Corporate Governance Officer, responsible for handling matters related to corporate governance.

Mr. Chen has served as a legal affairs executive at a listed company for over three years and meets the qualifications for a corporate governance officer as stipulated in Article 23 of the “Regulations Governing the Exercise of Powers by Boards of Directors of TWSE/TPEx Listed Companies.”

Scope of Duties

In accordance with the “Regulations Governing the Exercise of Powers by Boards of Directors of TWSE/TPEx Listed Companies,” the Chief Corporate Governance Officer is responsible for handling corporate governance-related matters, primarily including the following:

Handling matters related to Board of Directors and Shareholders’ Meetings in accordance with the law.
Preparing minutes for Board of Directors and Shareholders’ Meetings.
Assisting directors with onboarding and continuing education.
Providing directors with necessary information to perform their duties.
Assisting directors in complying with relevant laws and regulations.
Reporting to the Board on whether the qualifications of independent directors comply with applicable laws and regulations at the time of nomination, appointment, and during their term.
Handling matters related to changes in Board membership.
Other matters as stipulated in the Company’s Articles of Incorporation or relevant agreements.

Training Details are as follows:

Corporate Governance Contact

Spokesperson
General Counsel / HSU,CHUN-CHI
Email: jerryhsu.trk@gmail.com

Acting Spokesperson
Equity Manager / Kelly Lo

Phone: 04-36118888#6661
Email: kelly.lo@trkmall.com.tw

Reporting and Complaint Mailbox

Email: auditcommittee@trkmall.com.tw

Training Date	Organizer	Course Title	Training Hours
2024/07/03	Taiwan Stock Exchange	2024 Cathay Sustainable Finance and Climate Change Summit	6
2024/07/15	Taiwan Corporate Governance Association	Latest Trends in Corporate Governance from the Perspective of Governance Evaluation Indicators	3
2024/10/23	Taiwan Stock Exchange	Promotional Seminar on Building a New Carbon Era with Sustainable Knowledge	7
2024/11/08	Taiwan Corporate Governance Association	How the Board of Directors Should Formulate ESG Sustainability Governance Strategies	3

Corporate Policies and Regulations

Home / Governance / Corporate Policies and Regulations

title	File download
Articles of Incorporation
Rules of Procedure for Shareholders’ Meetings
Rules of Procedure for Board Meetings
Procedures for Election of Directors
Rules Governing the Scope of Duties of Independent Directors
Regulations for Board Performance Evaluation
Audit Committee Charter
Remuneration Committee Charter
Sustainability Development Committee Charter
Sustainability Best Practice Principles (formerly CSR Best Practice Principles)
Procedures for Preparation and Assurance of Sustainability Reports
Procedures for Management of Sustainability Information
Risk Management Policies and Procedures
Supplier Management Policy
Procedures for Handling Material Internal Information
Procedures for Trading Derivatives
Procedures for Lending of Funds to Others
Procedures for Endorsements and Guarantees
Procedures for Acquisition or Disposal of Assets
Ethical Corporate Management Best Practice Principles
Corporate Governance Best Practice Principles
Code of Ethical Conduct
Insider Trading Prevention Guidelines
Guidelines for Ethical Corporate Management Practices and Conduct
Guidelines for Financial and Business Transactions with Related Parties
Intellectual Property Management Plan

Internal Audit Organization and Operations

Home / Governance / Internal Audit Organization and Operations

Internal Audit Organization

The Internal Audit Department is an independent unit within the Company and reports directly to the Board of Directors.
The department is staffed with 1 to 2 full-time internal auditors, including one Chief Auditor.

Overview of Internal Audit Operations

The Internal Audit Office assists the Board of Directors and management in examining and reviewing deficiencies in the internal control system, and supports departments in optimizing operational procedures and management practices to enhance overall efficiency.
The annual audit plan is developed based on the Company’s risk assessment results and must be executed accordingly.
Following the audit of operations in accordance with the annual audit plan, audit reports are prepared and submitted to the Chairperson for review. If any issues are identified, the Internal Audit Office will continue to monitor the implementation of corrective actions and prepare follow-up reports. Both audit reports and follow-up reports are provided to members of the Audit Committee and are also reported regularly to the Board of Directors.
The Internal Audit Office promotes annual self-assessment of internal controls by all departments (including subsidiaries). It reviews the results of these self-assessments and compiles a summary report for submission to the Audit Committee and the Board of Directors. Based on this report, the Board issues the Internal Control System Statement.
The Internal Audit Office also supervises and reviews the internal control and audit practices of subsidiaries, including them in the audit scope to ensure effective oversight of subsidiary operations.

Appointment, Evaluation, and Compensation of Internal Auditors

The appointment or dismissal of the Chief Auditor requires the consent of the Audit Committee and approval by the Board of Directors.
The performance evaluation and remuneration of internal audit personnel are proposed by the Chief Auditor and submitted to the Chairperson of the Board for approval. Performance evaluations are conducted at least once per year.

Corporate Governance Contact

Spokesperson
General Counsel / HSU,CHUN-CHI
Email: jerryhsu.trk@gmail.com

Acting Spokesperson
Equity Manager / Kelly Lo

Phone: 04-36118888#6661
Email: kelly.lo@trkmall.com.tw

標題

Reporting and Complaint Mailbox

Email: auditcommittee@trkmall.com.tw

Audit Quality Indicators (AQIs)

Home / Governance / Audit Quality Indicators (AQIs)

Evaluation by the Board of Directors on the Independence and Competence of the Certifying CPA with Reference to Audit Quality Indicators (AQIs)

The Company’s Audit Committee conducts an annual evaluation of the independence of the certifying CPA and submits the evaluation results to the Board of Directors.

The most recent evaluation was approved by the Audit Committee on March 11, 2025, and subsequently approved by the Board of Directors on the same day.

Evaluation Mechanism

Confirmation that the certifying CPA has no related-party relationships with the Company or its directors.
Compliance with CPA rotation requirements under the Corporate Governance Best Practice Principles.
Acquisition of 15 Audit Quality Indicators (AQIs) provided by the CPA firm, and evaluation in accordance with the “Guidelines for the Interpretation of AQIs by Audit Committees” issued by the competent authority to assess the audit quality of the firm and its engagement team.

Procedures and Criteria for Evaluating the Independence and Competence of the CPA by the Board of Directors

Evaluation Result:
For the audit of the 2024 financial statements, the Company engaged CPA Wang Fang-yu and CPA Liu Guan-hong of PwC Taiwan. Upon evaluation, both CPAs were confirmed to meet the independence and competence requirements.

The Audit Committee annually evaluates the independence and competence of the appointed CPA. In addition to requesting the “Audit Quality Indicators (AQIs)” from the CPA, the evaluation is conducted in accordance with CPA independence standards and the 15 AQI metrics.
The evaluation confirmed that the CPAs have no financial interests or business relationships with the Company other than fees for audit and tax services, and that no family members of the CPAs violate independence requirements.
Based on AQI information, it was further confirmed that the CPA and firm have audit experience and training hours above the industry average, and have also adopted digital audit tools over the past three years to enhance audit quality.

The evaluation results for the most recent year were approved by the Audit Committee on March 11, 2025, and subsequently by the Board of Directors on the same date.

Corporate Governance Contact

Spokesperson
General Counsel / HSU,CHUN-CHI
Email: jerryhsu.trk@gmail.com

Acting Spokesperson
Equity Manager / Kelly Lo

Phone: 04-36118888#6661
Email: kelly.lo@trkmall.com.tw

標題

Reporting and Complaint Mailbox

Email: auditcommittee@trkmall.com.tw

CPA Independence Evaluation Criteria and Results

No.	Evaluation Item	Evaluation Result	In Compliance with Independence Standards
1	As of the most recent audit engagement, the same CPA has not been retained for more than seven consecutive years.	No	Yes
2	No material financial interests exist between the CPA and the client.	No	Yes
3	No inappropriate relationships exist between the CPA and the client’s management or board of directors.	No	Yes
4	The CPA ensures that assistants maintain honesty, impartiality, and independence.	No	Yes
5	The CPA has not audited financial statements of institutions where they were employed within the past two years.	No	Yes
6	The CPA’s name has not been misused.	No	Yes
7	The CPA does not hold any shares in the Company or its affiliates.	No	Yes
8	No loans exist between the CPA and the Company or its affiliates.	No	Yes
9	No joint investments or profit-sharing arrangements exist between the CPA and the Company or its affiliates.	No	Yes
10	The CPA is not employed by the Company or its affiliates in any regular capacity nor receives fixed compensation.	No	Yes
11	The CPA does not participate in management decision-making of the Company or its affiliates.	No	Yes
12	The CPA is not involved in any other business activities that may impair independence.	No	Yes
13	The CPA has no spousal, direct blood, or second-degree familial relationship with Company management.	No	Yes
14	No commissions or contingent fees related to services rendered to the Company have been received.	No	Yes
15	To date, no disciplinary actions or events have occurred that would compromise the CPA’s independence.	No	Yes

Regulations Governing the Compensation and Performance Evaluation of Directors and Managerial Officers

Home / Governance / Regulations Governing the Compensation and Performance Evaluation of Directors and Managerial Officers

1. Purpose

To implement sound corporate governance and ensure that the performance evaluation of directors and managerial officers is linked to their compensation in a transparent, reasonable, and systematic manner, these Regulations are hereby established.

2. Scope of Application

Unless otherwise provided by applicable laws or the Company’s Articles of Incorporation, the performance evaluation and compensation of the Company’s directors and managerial officers shall be conducted in accordance with these Regulations.

3. Definitions

The term “directors” referred to herein includes both general directors and independent directors.
The term “managerial officers” refers to those defined under the Securities and Exchange Act, including the President and equivalent positions, Vice Presidents and equivalent positions, Assistant Vice Presidents and equivalent positions, and the heads of finance, accounting, or other departments with managerial responsibilities and authority to sign on behalf of the Company.
The term “compensation” shall be consistent with the requirements of the Regulations Governing Information to be Published in Annual Reports of Public Companies, including remuneration, retirement or severance benefits, distributed compensation, and business execution expenses (such as transportation allowances, special allowances, various subsidies, dormitory, company vehicle, or other in-kind benefits).

4. Performance Evaluation of Directors

In accordance with the Company’s “Regulations for Board Performance Evaluation,” at the end of each fiscal year, directors shall complete the Board Member Self-Evaluation Questionnaire.
Performance evaluation items shall cover at least the following six aspects:
- Understanding of the Company’s goals and missions
- Awareness of director responsibilities
- Participation in Company operations
- Management and communication of internal relationships
- Professional competence and continuing education
- Internal control
  Evaluation results shall be reported to the Board of Directors for review and improvement.

5. Compensation of Directors

Director compensation shall be handled in accordance with the Company’s Articles of Incorporation or resolutions adopted at the Shareholders’ Meeting.

6. Retirement and Severance Benefits of Directors

Except for directors who concurrently serve as employees, the Company does not provide retirement or severance benefits to directors.

7. Director Remuneration

1. Independent Directors:
  Independent directors shall receive a fixed monthly remuneration of NT$50,000 to NT$100,000 regardless of the Company’s operating results. The Compensation Committee may adjust the amount based on their involvement and contribution to the Company’s operations.
  Independent directors who concurrently serve on functional committees shall receive a consolidated fixed remuneration.
2. Directors:
  The allocation of directors’ compensation shall follow the Articles of Incorporation. If the Company has earnings in a given year, up to 2% of the earnings (after covering accumulated losses) may be distributed as directors’ compensation.
  The Compensation Committee shall review and recommend the distribution based on each director’s participation and contribution.
  Distribution shall be resolved by the Board of Directors and submitted to the Shareholders’ Meeting for approval.
  Independent directors shall not participate in the distribution of directors’ compensation.

8. Business Execution Expenses of Directors

1. Special Allowances: Not provided by the Company.
2. Travel Expenses: Directors who travel on Company business may claim reimbursements in accordance with the Company’s business travel regulations at the Vice President level.
3. Other Allowances and In-kind Benefits (e.g., subsidies, housing, company vehicles): Handled in accordance with the Company’s relevant internal regulations.

9. Compensation for Directors Concurrently Serving as Employees

Directors who concurrently serve as employees shall receive employee compensation in accordance with the Company’s internal regulations and management procedures.

10. Performance Evaluation of Managerial Officers

In accordance with the Company’s performance management regulations, annual performance targets shall be set and evaluated mid-year and year-end. Evaluation items include managerial capability and achievement of assigned goals.
Performance evaluation results serve as the basis for year-end bonuses, promotions, salary adjustments, and performance improvement measures.

11. Compensation of Managerial Officers

Managerial officers’ salaries, year-end bonuses, and other cash or non-cash compensation (e.g., employee stock options, treasury shares transferred to employees) shall be determined based on:

Individual performance
Company’s operating results
Responsibilities and job grade
Education and professional experience
Tenure with the Company
Special contributions

Upon approval by the Chairperson, compensation proposals shall be submitted to the Compensation Committee and the Board of Directors for deliberation and approval prior to implementation.

12. Retirement and Severance Benefits of Managerial Officers

The Company contributes to the employee retirement system in accordance with the Labor Standards Act and the Labor Pension Act. Employees who meet retirement conditions under the Labor Standards Act may apply for retirement benefits.

13. Employee Compensation

In accordance with the Articles of Incorporation, if the Company has earnings in a given year, no less than 0.5% of the earnings (after covering accumulated losses) shall be allocated as employee compensation.
The Compensation Committee shall make recommendations, which shall then be resolved by the Board of Directors and reported at the Shareholders’ Meeting.
At least 10% of the allocated employee compensation shall be distributed to frontline employees.
Frontline employees are defined as non-managerial personnel whose monthly salary is below the average regular salary announced annually by the competent authority.

14. Business Execution Expenses of Managerial Officers

Expenses incurred by managerial officers in the performance of their duties shall be handled in accordance with the Company’s internal regulations.

15. Compensation for Newly Appointed Managerial Officers

The compensation of newly appointed managerial officers shall be initially approved by the Chairperson and subsequently submitted to the Compensation Committee and the Board of Directors for approval.

16. Other Compensation Items

For any compensation items not covered or not provided under these Regulations, new items may be offered only after review and approval by the Compensation Committee—based on necessity, reasonableness, legality, risk tolerance, and comparable industry practices—and subsequent approval by the Board of Directors.

Implementation and Amendments

These Regulations shall come into force upon approval by the Compensation Committee and the Board of Directors. The same shall apply to any amendments.
These Regulations were implemented on January 15, 2024, approved by the Compensation Committee and the Board of Directors on January 15, 2024.
First amendment approved by the Compensation Committee and the Board of Directors on August 8, 2025.
Second amendment approved by the Compensation Committee and the Board of Directors on November 10, 2025.

Corporate Governance Contact

Spokesperson
General Counsel / HSU,CHUN-CHI
Email: jerryhsu.trk@gmail.com

Acting Spokesperson
Equity Manager / Kelly Lo

Phone: 04-36118888#6661
Email: kelly.lo@trkmall.com.tw

標題

Reporting and Complaint Mailbox

Email: auditcommittee@trkmall.com.tw